1301:2-4-04
Conversion from mutual to stock.

(2)
"Acting in concert" means a combination or pooling of voting or other interests
in the securities of an issuer for a common purpose pursuant to any contract,
understanding, relationship, agreement or other arrangement, whether written or
otherwise, except that any of the savings and loan association's benefit plans
will not be deemed to be acting in concert with its trustee or a person who
serves in a similar capacity solely for the purpose of determining whether
stock held by the trustee and stock held by the plan will be aggregated.

(3)
"All
other account holders" mean any person, other than an eligible account holder,
having a qualifying deposit on the record date established for purposes of
determining persons eligible to vote at the meeting at which the plan of
conversion will be submitted to the savings and loan association's members for
approval.

(4)
"Eligibility record date" means the record date
established in accordance with paragraph (F)(1)(j) of this rule in the plan of
conversion for determining eligible account holders of an savings and loan
association.

(5)
"Eligible account holder" means any person holding a
deposit on the eligibility record date.

(6)
"Offering" means
the provision for purchase of shares of stock in accordance with the approved
plan of conversion.

(7)
"Officer" refers to a person who participates or has
authority to participate, other than as a director, in major policymaking
functions of the savings and loan association, whether or not the officer has
an official title or is serving without salary or other compensation.

(8)
"Plan
of conversion" means a formal plan adopted by the board of directors outlining
the steps to be taken to effect the conversion to a stock company.

(9)
"Qualifying deposit" means the total deposit balances in an eligible account
holder's savings accounts in the savings and loan association at the close of
business on the eligibility record date.

(10)
"Sale" or
"sell" includes every contract to sell or otherwise dispose of a security or
interest in a security for value.

(12)
"Subscription
offering" refers to the offering of shares of capital stock through
subscription rights issued pursuant to the plan of conversion.

(13)
"Subscription
rights" is the non-transferable right to purchase shares of stock under the
terms of the plan of conversion in accordance with paragraph (F)(1)(a) of this
rule.

(B)
A mutual savings and loan association shall not
convert to a stock savings and loan association unless the following conditions
are satisfied:

(1)
Two-thirds of the authorized members of the board of
directors shall approve a plan of conversion.

(2)
The board of
directors shall notify its members of the adoption of the plan of conversion in
accordance with paragraph (C) of this rule.

(3)
An application
containing the items specified in paragraph (D) of this rule shall be submitted
to the superintendent.

(4)
Public notice of the application shall be published
upon acceptance of the application by the superintendent in accordance with
paragraph (E)(2) of this rule.

(5)
The application
shall be approved in writing by the superintendent.

(6)
Upon approval by
the superintendent, the members shall be provided all information as hereafter
specified in this rule to vote on the transaction.

(7)
The members
shall adopt the plan of conversion by the affirmative vote of three-fifths of
the total outstanding votes eligible to be cast at the meeting at which the
plan of conversion is presented to the members for adoption.

(8)
All approvals,
consents and authorizations required to be obtained from other regulatory or
supervisory authorities shall be obtained.

(C)
Promptly after
the adoption of a plan of conversion by its board of directors, the savings and
loan association shall notify its members of such action by publishing a
statement in a newspaper printed in the English language and having general
circulation in each community in which an office of the savings and loan
association is located or by mailing a letter to each of its members. A savings
and loan association may also issue a press release. The division of financial
institutions may require broader publication, if necessary, to ensure adequate
notice to all members.

(D)
The application to be filed with the superintendent
shall consist of the following:

(1)
The savings and
loan association shall file one copy of an application that is materially
complete with the division of financial institutions and one copy with the
appropriate federal supervisory agency(s). Any application that is materially
incomplete may be returned to the savings and loan association by the division
of financial institutions. Where any informationl filed pursuant to paragraph
(D) of this rule is amended or revised in any material respect, amended
documents shall be promptly filed with the division of financial institutions
and any amendments or revisions shall be marked to clearly identify such
changes made therein.

(a)
Upon determination that the application is properly
executed and contains all of the items specified in paragraph (D) of this rule,
the division of financial institutions will advise the savings and loan
association, in writing, to publish a notice of the filing of the application.
Promptly after receipt of the advice, the savings and loan association shall
prominently post the notice in each of its offices and publish a notice in a
newspaper printed in the English language and having general circulation in
each community in which an office of the savings and loan association is
located, as follows:

"NOTICE OF FILING OF AN APPLICATION TO
CONVERT TO A STOCK SAVINGS AND LOAN ASSOCIATION

Notice is hereby given that, pursuant
to section 1155.27 of the Revised Code,
_________________________ (name of savings and loan association) has filed an
application with the division of financial institutions requesting approval to
convert to an Ohio-chartered permanent stock savings and loan association. The
proposed plan of conversion will be available for inspection by any member of
the _________________________ (name of savings and loan association) at each
office of the _________________________ (name of savings and loan association).
Comments or objections to the proposed conversion from any member of the
_________________________ (name of savings and loan association) or interested
party should be filed with the division of financial institutions at 77 South
High Street, 21st Floor, Columbus, Ohio, 43215-6120, within ten business days
after the date of this notice."

(b)
The notice
required in paragraph (E) of this rule is to be substantially in the form set
forth in paragraph (E)(2)(a) of this rule. However, the notice may be combined
with any required federal notice(s).

(c)
Promptly after
publication of the notice or notices prescribed in paragraph (E)(2)(a) of this
rule, the savings and loan association shall file a copy of each notice with
the superintendent accompanied by a certificate certifying that the notice or
notices have been published in accordance with the requirements of this
rule.

(d)
Anyone may file comments or objections in favor of or
in protest of an application with the division of financial institutions within
ten business days after the date of publication as required in paragraph
(E)(2)(a) of this rule. A copy of all comments or objections filed with the
division of financial institutions shall be furnished to the savings and loan
association by the division of financial institutions.

(3)
Subsequent to the approval of the application by the division of financial
institutions, a final copy of all proxy materials shall be mailed to the
division of financial institutions not later than the day after such material
is first provided to the savings and loan association's members.

(4)
The
savings and loan association shall promptly file with the division of financial
institutions after the meeting of the savings and loan association's members
called to consider the plan of conversion the following documents:

(a)
A certified copy
of each resolution adopted at such meeting relating to the plan of
conversion;

(b)
A certificate certifying the total number of votes
eligible to be cast at the meeting; the total number of votes represented in
person or by proxy at the meeting; the total number of votes cast in favor of
and against each resolution; and the number of votes necessary to approve each
resolution.

(1)
The plan of conversion. The board of directors shall
adopt a plan for the conversion from a mutual form of ownership to a stock form
of ownership.

(a)
The plan of conversion shall establish nontransferable
subscription rights, the classes for these rights, and the priority of each
class. The savings and loan association must utilize the eligible account
holder subscription classes as described in paragraphs (F)(1)(a)(i) and
(F)(1)(a)(iv) of this rule but may elect not to utilize any or all of the
remaining classes. The eligible account holder subscription class described in
paragraph (F)(1)(a)(i) of this rule shall have priority over all other
subscription classes. The eligible account holder subscription class described
in paragraph (F)(1)(a)(iv) of this rule shall have priority over the
subscription classes described in paragraphs (F)(1)(a)(v) and (F)(1)(a)(vi) of
this rule and may have priority over the subscription classes described in
paragraphs (F)(1)(a)(ii) and (F)(1)(a)(iii) of this rule. The subscription
classes are as follows:

(i)
Each eligible account holder shall receive, without
payment, nontransferable subscription rights to purchase stock in an amount
determined on a pro rata basis based upon total eligible deposits up to a
maximum of five per cent of the total offering of shares.

(ii)
Tax-qualified
employee benefit plans of the savings and loan association may receive, without
payment, nontransferable subscription rights to purchase stock in an amount not
to exceed ten per cent of the total offering of shares.

(iii)
Non-tax
qualified stock benefit plans for the directors, officers and employees of the
savings and loan association may receive, without payment, nontransferable
subscription rights to purchase stock in an amount not to exceed six per cent
of the total offering of shares. Stock purchased by such non-tax qualified
stock benefit plans may be awarded at no cost to the directors, officers and
employees of the savings and loan association in recognition of their service
to the savings and loan association.

(iv)
Each eligible
account holder purchasing the full amount which such person is entitled to
purchase as an eligible account holder may receive, without payment,
nontransferable subscription rights to purchase any remaining stock, subject to
the aggregate purchase limitation provided in paragraph (F)(1)(c) of this rule.
In the event of an oversubscription to stock pursuant to this class, shares
shall be allocated among the subscribing eligible account holders based on the
proportion of each eligible account holder's qualifying deposit to the
qualifying deposits of all eligible account holders who subscribe for
shares.

(v)
All other account holders may receive, without
payment, nontransferable subscription rights to purchase stock. In the event of
an oversubscription of stock pursuant to this class, shares shall be allocated
among the subscribing other account holders based on the proportion of each
other account holder's eligible deposit to the eligible deposits of all other
account holders who subscribe for shares.

(vi)
Any remaining
shares of the savings and loan association may be sold either in a public
offering through an underwriter or directly by the savings and loan association
in a direct community offering, subject to such conditions as may be provided
in the plan of conversion. The savings and loan association may commence the
direct community offering or the public offering, or both, concurrently with or
at any time during or after the subscription offering. However, should less
than eighty-five per cent of the appraised value of the total offering of
shares be sold to persons with subscription rights, either a public offering or
a direct community offering must be conducted.

(a) The plan of
conversion may limit purchases in either the public offering or the direct
community offering by any person or any group of persons acting in concert to a
specified amount, which amount shall not exceed five per cent of the total
offering of shares.

(b) In the event of
an oversubscription to shares in this class, orders in the public offering or
the direct community offering shall be filled by allocating to each person a
proportion of the available shares equal to the proportion of the shares
ordered by such person to the shares ordered by all persons in the public
offering or direct community offering.

(c) The savings and
loan association may reject any order received in the public offering or direct
community offering from any person other than natural persons residing in the
counties in which the savings and loan association has an office.

(d) Any insignificant
residue of shares of the savings and loan association not sold in the
subscription offering or in a direct community offering or public offering may
be sold in such other manner as the board of directors shall determine and as
approved by the division of financial institutions.

(b)
In
connection with the conversion, the savings and loan association may establish
one or more stock option plans for the benefit of the directors, officers and
employees of the savings and loan association, subject to the following
conditions:

(i)
A number of shares not to exceed, in the aggregate, ten per
cent of the total offering of shares, may be reserved for the issuance of
options pursuant to such plans.

(ii)
The exercise
price for stock options granted on the effective date of the conversion will
not be less than the price per share at which shares are sold to subscribing
eligible account holders.

(iii)
No additional
cash compensation shall be provided as part of the stock option plan.

(iv)
The
stock option plan shall provide that any option granted under the plan must be
exercised within ten years of the date of grant.

(c)
The total number
of shares which any person or any group of persons acting in concert may
subscribe for or purchase in the conversion shall not exceed five per cent of
the total offering of shares. Shares issued pursuant to benefit plans shall not
be included for purposes of this limitation.

(d)
Capital stock
purchased by directors and officers of the savings and loan association in the
conversion shall not be sold for a period of one year after the date of
purchase except in the event of death of the director or officer. This
restriction must be noted on the individual stock certificates.

(e)
The
sale price of the shares of stock to be sold in the conversion shall be a
uniform price per share, except as provided in paragraph (H)(5) of this
rule.

(f)
The plan of conversion may provide that any savings
accounts with total deposit balances of less than fifty dollars shall not
constitute a qualifying deposit.

(g)
Any person
exercising subscription rights to purchase stock shall be required to purchase
a specified minimum number of shares, which number shall not exceed twenty-five
shares to the extent such shares are available, provided that the aggregate
price for any minimum share purchase shall not exceed five hundred
dollars.

(h)
Each savings account holder shall receive, without
payment, a withdrawable savings account or accounts in the converted savings
and loan association equal in withdrawable amount to the withdrawal value of
such account holder's savings account or accounts in the savings and loan
association and under the same terms and conditions as their accounts before
the conversion.

(i)
The savings and loan association's plan of conversion
shall be adopted by a two-thirds vote of the board of directors.

(j)
An
eligibility record date shall be established which is not less than ninety days
and not more than one hundred eighty days prior to the date of adoption of the
plan of conversion by the savings and loan association's board of
directors.

(k)
The plan of conversion may be amended by the board of
directors at any time before it is approved by the superintendent and may be
amended after receipt of the superintendent's approval but prior to the
solicitation of proxies from members to vote on the plan with the prior
approval of the superintendent. The conversion may be terminated by the board
of directors at any time prior to the meeting of members called to consider the
plan of conversion.

(l)
The savings and loan association shall not lend funds
collateralized by the stock of the converted savings and loan association to
any person to purchase the stock of the converted savings and loan
association.

(m)
The conversion must be completed within twenty-four
months of the date the superintendent approves the plan of conversion unless
extended by the savings and loan association with the approval of the
superintendent.

(a)
An estimated pro forma market value of the savings and loan association shall
be established and set forth in a report by a person independent of the savings
and loan association, experienced in the area of corporate appraisal and
acceptable to the superintendent. The fee paid for the appraisal shall not be
contingent upon completion of the conversion.

(b)
The report of
the appraiser shall contain data sufficient to support the conclusions reached
therein.

(c)
The estimated pro forma market value of the savings
and loan association shall be established as of a date not more than thirty
days before the application for conversion is filed with the
superintendent.

(3)
Within the first
year after any conversion, the total cash compensation paid to any director or
officer of the savings and loan association, not including any amounts received
under stock benefit plans, may not be increased by more than fifteen per cent
from such director's or officer's compensation immediately before the
conversion without the prior written approval of the superintendent.

(a)
Each converted savings and loan association shall, at
the time of conversion, establish a liquidation account in an amount equal to
its net worth as of the latest practical date prior to conversion. For the
purposes of this paragraph, the savings and loan association shall use the net
worth figure no later than that set forth in its latest statement of financial
condition contained in the offering circular. Except as provided in paragraph
(F)(5) of this rule, the existence of the liquidation account shall not operate
to restrict the use or application of any of the other net worth accounts of
the converted savings and loan association.

(b)
The liquidation
account shall be maintained by the converted savings and loan association for
the benefit of eligible account holders who maintain their savings accounts in
such savings and loan association after the conversion. Each such eligible
account holder shall, with respect to each savings account held, have a related
inchoate interest in a portion of the liquidation account balance.

(c)
In
the event of a dissolution of the converted savings and loan association
pursuant to section 1151.45 of the Revised Code and
only in such event, each eligible account holder shall be entitled to receive a
distribution from the liquidation account in the amount of the then current
adjusted subaccount balances before any distribution may be made with respect
to capital. A merger, consolidation, charter conversion, or similar combination
or transaction with another institution is not considered a dissolution for
these purposes, and in such a transaction the liquidation account shall be
assumed and preserved by the surviving institution.

(d)
The initial
subaccount balance for a savings account held by an eligible account holder
shall be determined by multiplying the opening balance in the liquidation
account by a fraction of which the numerator is the amount of qualifying
deposits in such savings account on the eligibility record date, and the
denominator is the total amount of qualifying deposits of all eligible account
holders in the applicant on such dates. Such initial subaccount balances shall
not be increased, and they shall be subject to downward adjustment as provided
in this section.

(e)
If the deposit balance in any savings account of an
eligible account holder at the close of business on any fiscal year-end
subsequent to the respective record dates is less than the lesser of:

(i)
The deposit
balance in such savings account at the close of business on any other fiscal
year-end subsequent to the eligibility record date; or

(ii)
The amount of
the qualifying deposit as of the eligibility record date, the subaccount
balance for such savings account shall be adjusted by reducing such subaccount
balance in an amount proportionate to the reduction in such deposit balance. In
the event of such downward adjustment, the subaccount balance shall not be
subsequently increased, notwithstanding any increase in the deposit balance of
the related savings account. The converted savings and loan association shall
not be required to recompute the liquidation account and subaccount balances
provided the converted savings and loan association maintains records
sufficient to make necessary computations in the event of a complete
liquidation or such other events as may require a computation of the balance of
the liquidation account. The liquidation subaccount of an account holder shall
be maintained for as long as the account holder maintains an account with the
same social security number.

(5)
No converted
savings and loan association shall declare or pay a dividend on or repurchase
any of its capital stock if such action would cause its regulatory capital to
be reduced below the amount required for its liquidation account.

(a)
Prior to the
completion of a conversion, no person shall transfer, or enter into any
agreement or understanding to transfer, the legal or beneficial ownership of
conversion subscription rights, or the underlying securities, to the account of
another person.

(b)
Prior to the completion of a conversion, no person
shall make any offer, or any announcement of an offer, for any security of the
savings and loan association issued in connection with the conversion nor shall
any person acquire securities of the converted savings and loan association
issued in connection with the conversion in excess of the maximum purchase
limitations established in the savings and loan association's approved plan or
conversion pursuant to this rule.

(7)
No proxy
soliciting material required to be filed with the superintendent prior to use
shall be furnished to the savings and loan association members or otherwise
released for distribution until the use of such material has been authorized in
writing by the superintendent. Proxy material authorized for use by the
superintendent shall be mailed to the savings and loan association's members
within ten days of such authorization unless extended by the superintendent in
writing.

(8)
No solicitation subject to this rule shall be made
unless each person solicited is concurrently furnished or has previously been
furnished a written proxy statement, the use of which has been authorized by
the superintendent.

(a)
Proxies held
with respect to voting rights in the savings and loan association may not be
voted regarding the conversion. New proxies must be solicited for voting on the
proposed plan of conversion.

(b)
The form of
proxy subject to this section shall be prepared in accordance with the
requirements of the Securities Exchange Act of 1934 and the regulations adopted
and orders issued by the securities and exchange commission pursuant to such
act.

(c)
The proxy statement or form of proxy shall provide
that, where the person solicited specifies a choice with respect to any matter
to be acted upon, the votes will be voted in accordance with the specification
so made; and that if no choice is so specified, the votes will be cast as
indicated in bold face type on the form of proxy.

(d)
Proxies
solicited for the purpose of voting for the plan of conversion shall be
revocable in accordance with section
1701.48 of the Revised
Code.

(i)
Specify under
what basis and why, in considering the proposed transaction, the board of
directors determined to undertake the proposed transaction. This discussion
should include a statement that management believes that the plan of conversion
is equitable to the account holders and to the savings and loan association and
the basis for that belief.

(ii)
Discuss the
compensation and other benefits that will be received by the directors and
officers following the proposed transaction as compared with current
compensation and benefits structure.

(10)
The savings and
loan association shall perform the following acts as may be duly requested in
writing by a member of the savings and loan association with respect to a
matter to be considered at the meeting to vote on the plan of conversion by any
member of the savings and loan association who will defray in advance the
reasonable expense to be incurred by the savings and loan association in the
performance of the act or acts requested.

(a)
The savings and
loan association shall mail or otherwise furnish to a member upon request the
following information as promptly as practicable after the receipt of a
request:

(i)
A
statement of the approximate number of savings and loan association members who
have been or are to be solicited on behalf of the management, or any group of
savings and loan association members which a requesting savings and loan
association member shall designate; and

(ii)
An estimate of
the cost of mailing a specified proxy statement, form of proxy or other
communication to such savings and loan association members.

(b)
Copies of any proxy statement, form of proxy or other communication furnished
by the savings and loan association member and approved by the superintendent
shall be mailed by the savings and loan association to such of the savings and
loan association members as the savings and loan association member shall
designate.

(c)
Any such material which is furnished by the savings
and loan association member shall be mailed with reasonable promptness by the
savings and loan association after receipt of the material to be mailed,
together with envelopes or other containers therefor and postage or payment for
postage.

(d)
Neither the management nor the savings and loan
association shall be responsible for such proxy statement, form of proxy or
other communication.

(11)
No person
soliciting a proxy from a savings and loan association member for the meeting
to vote on the conversion shall solicit:

(a)
Following approval by the superintendent of an
application for conversion, the plan of conversion shall be submitted at a
meeting ofmembers.

(b)
A notice of the meeting to consider a plan of
conversion shall be given not more than sixty nor fewer than twenty days prior
to the date of themeeting to each savings and loan association member entitled
to receivenotice of the meeting.

(13)
The plan shall
be approved by three-fifths vote of the total votes eligible to becast at the
meeting. A vote for the approval of the plan of conversion shall bedeemed a
vote for the approval of the amended articles of incorporation,constitution and
bylaws, unless the articles of incorporation, constitution orbylaws of the
converting savings and loan association require a greaterproportion. Voting may
be in person or by proxy.

(i)
No offer to sell
securities of a savings and loan association pursuant to a plan of conversion
may be made prior to approval by thesuperintendent of the application for
conversion, proxy statementand offering materials, and until the proxy
statement has beenauthorized for use by the superintendent.

(ii)
No sale of
securities pursuant to this rule may be made except by means of offering
materials which have been authorized for useby the superintendent. Such
offering materials shall be preparedin accordance with the federal and state
law.

(b)
The proxy statement and offering materials authorized
for use by thesuperintendent shall set forth the estimated pro forma market
value ofthe savings and loan association and either:

(i)
The price of
each share, the minimum number of shares that must be sold in order to effect
the conversion and the maximum numberof shares that will be sold; or

(ii)
The
number of shares to be sold, the minimum aggregate subscription price which
must be received in order to effect theconversion and the maximum aggregate
subscription price whichwill be accepted. The minimum aggregate subscription
pricewhich must be received in order to effect the conversion must benot less
than eighty-five per cent of the estimated pro formamarket value of the savings
and loan association, unless otherwiseapproved by the superintendent. The
maximum aggregatesubscription price which may be accepted shall be no more
thanone hundred fifteen per cent of the estimated pro forma marketvalue of the
converted savings and loan association. The price pershare shall be no less
than five dollars and no more than fiftydollars, unless otherwise approved by
the superintendent.

(c)
The division of
financial institutions will review the price informationrequired under this
section in determining whether to give approval toan application for
conversion. No representations may be made in anymanner that such price
information has been approved by the divisionof financial institutions or that
the shares of stock sold pursuant to theplan of conversion have been approved
or disapproved by the divisionof financial institutions or that the division of
financial institutions haspassed upon the accuracy or adequacy of any offering
material coveringsuch shares. A bold print legend stating same will be placed
upon thefront cover of the offering materials.

(i)
Promptly after
the superintendent has authorized the use of the offering materials, the
savings and loan association shall makeavailable order forms for the purchase
of shares of capital stock inthe offering to all persons who have subscription
rights under theplan of conversion.

(ii)
Each order form
shall be accompanied or preceded by the offering materials for the subscription
offering, direct community offeringor public offering, as applicable, and a set
of detailed instructionsexplaining how to properly complete such order
forms.

(iii)
The subscription price stated on each order form shall
be the amount to be paid when the order form is returned.

(iv)
Each order form
shall be prepared so as to indicate to the person receiving it, in as simple,
clear and intelligible a manner aspossible, the actions which are required or
available to him or herwith respect to the form and the stock offered for
purchase thereby.

(v)
The order form may provide that it may not be modified
without thesavings and loan association's consent after its receipt as set
forthin the order form.

(e)
Notwithstanding
any regulatory provision regarding penalties for early withdrawal from
certificate accounts, the savings and loan associationmay allow payment for
capital stock pursuant to the exercise ofsubscription rights by withdrawal from
a certificate account without theassessment of such penalties. In the case of
early withdrawal of only aportion of such account, the certificate evidencing
such account shall becancelled if the applicable minimum balance requirement
ceases to bemet, and the remaining balance will earn interest at the rate paid
onregular savings accounts of such size.

(f)
The sale of all
shares of stock of the savings and loan association to be made under the plan
of conversion, including any sale in a directcommunity or public offering,
shall be completed as promptly aspossible and within forty-five calendar days
after the last day of thesubscription offering period.

(i)
The
superintendent may grant one or more extensions of the time required to
complete the sale of all shares of capital stock,provided that no single
extension of time shall exceed ninety days.

(ii)
Immediately
upon the granting of an extension of time, the savings and loan association
shall provide written notification of theextension to each subscriber in the
subscription offering and, ifapplicable, each person who has ordered capital
stock in the directcommunity offering or the public offering, which shall
notifyeach subscriber and each ordering person of the right of eachsubscriber
and each ordering person to increase, decrease, orrescind their subscription at
any time prior to twenty days beforethe end of the extension period.

(iii)
After the expiration of subscription rights and beforeconsummation of the
conversion, the savings and loan associationshall file with and have declared
effective by the superintendent apost-effective amendment to the offering
materials delivered tosubscribers upon the occurrence of any event,
circumstance, orchange of circumstance which would be material to theinvestment
decision of a subscriber or, if applicable, a person whohas ordered capital
stock in the direct community offering orpublic offering. Each subscriber and
each ordering person shallhave at least twenty days from the date of the
effective date of the post-effective amendment to increase, decrease, or
rescind theirsubscriptions or orders.

(g)
The savings and
loan association shall pay interest at not less than thelowest passbook rate
paid on its regular savings accounts on allamounts paid in cash or by check or
money order to the savings andloan association to purchase shares of stock in
the subscription offeringor direct community offering or public offering from
the date paymentis received by the savings and loan association until the
conversion iscompleted or terminated.

(G)
Conversion in
connection with the formation of a holding company. A savings and loan
association may convert to a permanent stock form pursuant to this rule as
partof a transaction in which a holding company is organized to acquire upon
issuanceall of the capital stock of the converted savings and loan association.
In such atransaction, all persons with subscription rights as detailed in
paragraph (F)(1)(a) ofthis rule shall receive, without payment, nontransferable
rights to purchase capitalstock of the holding company, rather than stock of
the savings and loan association.Unless clearly inapplicable, all of the
requirements of this rule shall apply to aconversion pursuant to this
paragraph.

(1)
A
savings and loan association may convert to a permanent stock form pursuant to
this rule as part of a transaction in which an existing holding companyacquires
upon issuance all of the stock of the converted savings and loanassociation. In
such a transaction, all persons having subscription rightspursuant to the plan
of conversion of the savings and loan association shallreceive, without
payment, nontransferable subscription rights from theholding company to
purchase its capital stock in lieu of capital stock of theconverting
association. Unless clearly inapplicable, all of the requirements ofthis rule
shall apply to a conversion pursuant to this paragraph.

(2)
A savings and
loan association may convert to a permanent stock form pursuant to this rule as
part of a transaction in which the converting savings and loanassociation
merges into an existing stock savings and loan association,savings association
or bank which is a wholly-owned subsidiary of a holdingcompany. In such a
transaction, the persons with rights pursuant to paragraph(F)(1)(a) of this
rule shall receive, without payment, non-transferable rightsfrom the holding
company to purchase its capital stock in lieu of capital stockof the converting
savings and loan association. Unless clearly inapplicable, allof the
requirements of this rule shall apply to a conversion pursuant to
thisparagraph.

(3)
A savings and loan association may convert to a
permanent stock form pursuant to this rule as part of a transaction in which
the savings and loan association is merged into an existing savings and loan
association, savings association orbank which is not a wholly-owned subsidiary
of a holding company. In such atransaction, persons with rights pursuant to
paragraph (F)(1)(a) of this ruleshall receive, without payment,
non-transferable rights from the existingfinancial institution to purchase its
stock in lieu of stock of the convertingsavings and loan association. Unless
clearly inapplicable, all of therequirements of this rule shall apply to a
conversion pursuant to thisparagraph.

(4)
In a conversion
pursuant to paragraph (H)(1), (H)(2) or (H)(3) of this rule, the plan of
conversion may provide that, to the extent the shares offered in theconversion
are not purchased by the persons having subscription rights underthe plan of
conversion of the savings and loan association pursuant toparagraph (F)(1)(a)
of this rule, the employee stock benefit plans anddirectors, officers and
employees of the issuer may receive, without payment,non-transferable rights to
purchase the stock being issued. In the event of anoversubscription pursuant to
such provision, the shares shall be allocated onan equitable basis to be set
forth in the plan of conversion or determined bythe issuer's board of
directors.

(5)
The plan of conversion may provide for the sale of
shares at purchase prices which are not uniform, subject to the approval of the
superintendent.

(6)
Except as the superintendent may otherwise authorize,
the value of the total offering of shares sold pursuant to any conversion under
paragraph (H)(1),(H)(2) or (H)(3) of this rule must be not less than one
hundred per cent normore than one hundred fifteen per cent of the estimated pro
forma marketvalue of the converted savings and loan association.

(a)
The savings and loan association must provide detailed
reasons for the savings and loan association entering into the proposed
transaction. Thecompany must discuss the costs, benefits, drawbacks, and
otheralternatives to the proposed transaction in the context of explaining
whythe proposed transaction is preferable.

(b)
The disclosure
must discuss whether management believes the proposed transaction is in the
best interests of account holders and the savingsand loan association and, if
so, detailed reasons why.

(i)
Include a discussion of the specific fiduciary duties owed to account holders
by the directors and officers; and

(ii)
Specify under
what basis and why, in considering the proposed transaction and in the exercise
of this fiduciary duties, thedirectors determined to undertake the proposed
transaction. Thisdiscussion should include a statement that management
believesthat the plan of conversion is equitable to the account holders andto
the institution and the basis for that belief.

(d)
Discuss the
compensation and other benefits that will be received by thedirectors and
officers following the proposed transaction as comparedwith current
compensation and benefits structure.

(I)
This rule shall
apply to any conversion for which the application filed pursuant toparagraph
(D) of this rule is approved by the superintendent on or after the
effectivedate of this rule. This rule shall not apply to any conversion with
respect to whichthe application is approved in writing by the superintendent
prior to the effectivedate of this rule, notwithstanding the fact that such
conversion is completed afterthe effective date of this rule.

(1)
The provisions
of this rule shall govern the conversion of mutual savings and loan
associations organized under Chapter 1151. of the Revised Code to stocksavings
and loan associations organized under Chapter 1151. of the RevisedCode.
However, in the event of an emergency or in supervisory situationswhich do not
rise to the level of an emergency, the superintendent may waiveany or all
requirements of this rule.

(2)
The
superintendent may a grant a waiver in accordance with paragraph (J)(1) of this
rule, upon receipt of a written request from the savings and loanassociation.
The written request must state:

(a)
The specific requirements(s) or provision(s) the
savings and loan association wants the superintendent to waive; and

(b)
Demonstrate that the waiver is equitable and is not detrimental to the savings
and loan association and the account holders, and is notcontrary to the public
interest.